Masterlink Referral Partner Agreement

SCHEDULE A

BY CLICKING THE “I ACCEPT” BOX DISPLAYED AS PART OF THE MASTERLINK PARTNER APPLICATION PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “MASTER AGREEMENT”) GOVERNING THE MASTERLINK PARTNER PROGRAM (THE “PROGRAM”). UPON MASTERLINK’S ACCEPTANCE OF YOUR APPLICATION TO BECOME A PARTNER (“PARTNER”), YOU AGREE THAT THE FOLLOWING TERMS AND CONDITIONS SHALL APPLY. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR ANY OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORIZED AND HAVE BEEN GIVEN ALL NECESSARY LEGAL AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT PARTICIPATE IN THE PROGRAM. THE “EFFECTIVE DATE” OF THIS AGREEMENT SHALL BE THE DATE THAT MASTERLINK NOTIFIES YOU IN WRITING (SUCH WRITTEN NOTICE MAY BE VIA EMAIL) THAT YOU HAVE BEEN ACCEPTED INTO THE PROGRAM.

MASTERLINK REFERRAL PARTNER AGREEMENT

 

In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:

RECITALS

1. The name of this Referral Partner Program is the Masterlink Referral Partner Program (the “Referral Partner Program”).
2. The Referral Partner represents and warrants to the Owner that the Referral Partner has read and understand the Privacy Policies and agree to the terms set forth therein.
3. For purposes of this Agreement, the term “Referral Partner” refers to the individual or legal entity who applies for and is accepted into the Referral Partner Program. The term “the Owner” refers to the sponsor of the Referral Partner Program. The term “the Owner’s website” refers to the website that the Owner maintains at [ADDRESS]. The term “the Referral Partner’s website” refers to the website on which the Referral Partner agrees to place a link to the Owner’s website as specified in the Exhibit B hereof. “Merchandise” means all products, merchandise and stock that is offered by the Owner for sale through its website.

 

1. REFERRAL PARTNER PROGRAM REGISTRATION

To register for the Referral Partner Program, the Referral Partner must complete and submit to the Owner an Referral Partner Program Application Form. The Referral Partner Program Application Form is included on the Owner’s website and can be completed and submitted through its website.

 

2. APPROVAL OR REJECTION OF REFERRAL PARTNER PROGRAM APPLICATION

The Owner reserves the right to approve or reject ANY Referral Partner Program Application in its sole and absolute discretion. The Referral Partner will have no legal recourse against the Owner for the rejection of the Referral Partner Referral Partner Program Application.

 

3. REASONS FOR REJECTION

Without limiting the right to reject any application for any reason whatsoever in the Owner’s absolute discretion, the Referral Partner application will be rejected if it is non complete, if the Referral Partner’s website contains images or content that is not acceptable to Owner or is inconsistent with the image that the Owner wishes to create in association with its website, or if the Referral Partner’s website contains any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, pornographic, racial or ethnic objectionable materials, depicts sexual situations, promotes discrimination on the basis of race, sex, sexual preference, national origin, ethnicity, nationality, disability, religious preference, or if the Referral Partner’s site contains any material that appears to Owner to violate any patent, trademark, copyright, trade secret, confidential information, or other property rights of any other party.

 

4. TERMINATION AFTER ACCEPTANCE

Even after the Owner has accepted the Referral Partner as an Referral Partner Program member, the Owner reserves the absolute right to rescind or terminate the Referral Partner affiliate status for any reason in its sole and absolute discretion, including but not limited to the reasons set forth above.

 

5. FINANCIAL RESPONSIBILITIES

The Referral Partner will be fully responsible for all costs and expenses of maintaining and marketing the Referral Partner Program , including but not limited to all costs associated with the creations, hosting, modification, and improvements to the Referral Partner’s website, costs of search engine placement and other Internet marketing, costs of inserting the Owner’s links into its website, offline marketing costs, postage costs, and all other costs and expenses, and the Referral Partner hereby holds the Owner harmless from or against the same.

 

6. NO REPRESENTATIONS REGARDING INCOME POTENTIAL

The Owner makes no representations and warranties regarding potential income that may result from participation in this Referral Partner Program and specifically disclaims any and all warranties relative to earning potential from the Referral Partner affiliate status.

 

7. RESPONSIBILITY TO LINK TO THE OWNER’S SITE

 

1. As a Program Affiliate, the Referral Partner will have the obligations to place links on its site directing users to the Owner’s site. The Owner will make available to the Referral Partner button links, text links, and banner advertisements to be placed on the Referral Partner’s website which will direct users to Owner’s website via hypertext link. As a Program Affiliate, the Referral Partner is given a limited term license, during the term of the Referral Partner active participation as a Program Affiliate, to utilize the Owner’s logo images provided to the Referral Partner on the website that the Referral Partner designates in the Referral Partner Referral Partner Program Application.
2. The Owner makes available to its Referral Partners, links, banners, and other information advertising its site to be used subject to the terms of this Agreement. These materials will contain its trademarks and other proprietary property. The Referral Partner may display these materials on the Referral Partner’s website for the purpose of promoting the Owner’s site and participating in this Referral Partner Program . If the Referral Partner discontinues the Referral Partner Program or if the Referral Partner participation is terminated for any reason, the Referral Partner will immediately cease using these materials and will delete all such materials from its website and from its computer. The Referral Partner must obtain the Owner approval of all links to the Owner’s site that the Referral Partner place on its website. The Referral Partner will cooperate with the Owner in the establishment and placement of links on the Referral Partner’s website.
3. The Referral Partner will only be permitted to use the links that the Owner provided to the Referral Partner on the website that the Referral Partner designate in the Referral Partner Program Application. Any additional websites or entities will require additional submissions of Referral Partner Program Applications and approval by the Owner.
4. The Referral Partner will not modify the links or other materials that the Owner provided to the Referral Partner or the placement of the links on the Referral Partner’s page. The Referral Partner consent to the Owner monitoring the Referral Partner’s website to determine continued compliance with this Agreement.
5. The Referral Partner consent to the Owner including information relative to traffic from the Referral Partner’s site in the Owner reports. This information may be provided to outside parties.
6. You may not place links to the Owner’s website or website content in newsgroups, message boards, unsolicited email and other types of spam, banner networks, counters, chat rooms, guest books, IRC channels or through similar Internet resources.

 

8. ANTI-SPAM POLICY

 The Owner strictly forbid the use of unsolicited commercial email (UCE) or SPAM campaigns. The Owner maintain a Zero-Tolerance policy against SPAM, be it direct, third party or any affiliate (Referral Partner) or similar agent acting on the Referral Partner’s behalf. As such, the Owner reserves the right to terminate any violating Referral Partner’s account or any part thereof, without notice or compensation.

 

Any Referral Partner’s found to be involved in a SPAM/UCE campaign, including flooding newsgroups, distributing messages to Referral Partners that do not want the information or any other abuse contravening UCE legislation will be met as follows:

 

1. The Referral Partner’s account will be closed immediately, without burden of notice or compensation.
2. A US$500.00 administration fee will be incurred against the offending Referral Partner.
3. Our Privacy Policy becomes forfeit, and all pertinent information will be provided to any investigating authorities or anti-Spam organizations.
4. The Referral Partner will be held accountable for any monetary damages suffered by the Owner, sustained through contravention of this Referral Partner Program Agreement. This will include, but not limit to punitive damages related to lost clients and brand deterioration.

 

9. CUSTOMER SERVICE

 

1. The Owner will be responsible for handling all customer inquiries, product orders, customer billing and collection, product shipment relative to customers that enter the Owner’s site through the links from the Referral Partner’s site. Pricing of the Owner products and services is totally within its discretion and the Owner reserves the right to change the pricing structure, terminate any special offers, discontinue products or services, or change the terms under which products or services are offered at any time, without any advanced notice to the Referral Partner or users accessing the Owner’s site. The Owner’s only responsibility to the Referral Partner in this regard is to track customer orders that occur through links from the Referral Partner’s website and make reports to the Referral Partner of the commissions due to the Referral Partner as a result thereof. All such reports shall be un-audited. The Owner will have no obligation to provide the Referral Partner with any specific information relative to any customer, regardless of whether they access the Owner’s site through the link from the Referral Partner’s site.
2. The Owner is not responsible for the failure to assign any sale or commissions to the Referral Partner if the same results from the improper formatting of the link from the Referral Partner’s website. The Referral Partner should assure at all times that the link is appropriately formatted and report any problems that the Referral Partner may have with the same to the Owner immediately.

 

10. COMPENSATION

 

1. Commissions will be paid to the Referral Partner based upon a percentage of sales made to users who access the Owner’s site through the Referral Partner’s site. Commissions will be calculated based upon the gross sales price, but not including any shipping and handling, sales tax, special service fees such as gift wrapping or packaging, late charges, collection costs, imports/export duties, and any other payment made to the Owner that is not the purchase price for the product that is purchased. Commissions will not be calculated based upon amounts that are attributable to credit card fraud, credits given to customers, bad debt right-off and returned goods. The Owner reserve the right to deduct in subsequent months for any commission that the Owner paid that is for a product that is subsequently returned or refunded, or for any other reason if the previous monthly commission was overpaid or later subject to reduction.
2. The percentages to be paid as commissions hereunder are currently as set forth in Schedule A at the end of this Agreement. The Owner reserves the right to change and amend the commission rate structure at any time, in the Owner’s sole discretion.
3. Commissions will only be paid on sales that are tracked through the Owner’s online tracking system and indicate the Referral Partner’s website’s link as the source. There is no right to commissions if a user later returns to the Owner’s site and makes a purchase through another link or source other than through the Referral Partner’s website. The Referral Partner has no right to commissions based upon subsequent sales, even if the customer first arrived at the Owner’s site through the link from the Referral Partner’s site. Commissions will only be tracked and paid when the user makes a purchase on the same visit that the user visits the Owner’s site from the link to its site on the Referral Partner’s site.
4. The Owner will pay commission only upon collection by the Owner. The Referral Partner has no right to commissions until the applicable customer has paid the Owner in full. Only purchases that are made through the Owner’s online ordering process will count towards commission calculations. For example, if a customer visits the Owner’s website through the link from the Referral Partner’s website and instead of placing an online order calls and places an order via telephone, the Referral Partner will have no right to any commission from that sale.
5. Commissions will be paid to the Referral Partner on a monthly basis on or about the 31st of the subsequent month for amounts received by the Owner during the previous month. The Owner does not guarantee an exact date of calculation of commissions or payments. All payments will be made via company check sent to the address that the Referral Partner supplied in the Referral Partner Program Application. The Owner does not send payment if the total commission due to the Referral Partner is not at least $100.00. Amounts below $100.00 will accrue to the Referral Partner account and payment will be made for the month when the Referral Partner’s total commissions achieve the minimum $100.00. The Owner reserves the right to amend the minimum commission payment amount at any time.

11. CUSTOMERS’ PROVENANCE

All parties who make purchases through the Owner’s website, regardless of whether they may have reached its website through the link from the Referral Partner’s website, are deemed to be the Owner’s customers and not the Referral Partner’s customers relative to the Owner’s products and services. The Owner will have the right to contact these customers and send future marketing offers to them. The Referral Partner will have no right to commissions on subsequent purchases that may be made by these customers, except for subsequent purchases that may be traced at the time of purchase through a link from the Referral Partner’s website. Additionally, all such customers and purchases will be subject to the Owner policies, procedures, rules and regulations and the Referral Partner has no right or authority to amend or offer any different offers relative to the purchase of products from the Owner’s website. The Owner however, reserves the right to amend any of its terms, conditions, policies, procedures, pricing, payment policies, collection policies, and all other items relative to the Owner’s business and sale of products at any time in its sole discretion.

12. TRADEMARKS AND COPYRIGHTS

 

1. The Referral Partner will have a non-exclusive, limited term license to use the trademarks, logos, and copyrighted material that the Owner provided to the Referral Partner for use solely on the home page that the Referral Partner designate in the Referral Partner Referral Partner Program Application. The Referral Partner may only use the images that the Owner specifically makes available to the Owner Affiliate Members at the area of its website that is specifically designated as approved images for Referral Partner Program Members. The Referral Partner may not distribute, reproduce, modify, amend, these images in any way. The Referral Partner may use these images only for the purposes of promoting the Owner’s website and products on the Referral Partner’s website in compliance with the Referral Partner Program policies and procedures and the terms of this Agreement. The license so granted is subject to complete compliance with all terms and conditions of this Agreement and any policies the Owner may create and amend from time to time regarding the Referral Partner Program.
2. The Referral Partner will only use such items in the form, size, content, and appearance that the Owner provided them to the Referral Partner. The Referral Partner is not permitted to modify them. The Referral Partner agrees to display these items prominently on its website. These items may only be used in if they contain a hypertext link to the Owner’s website. This license shall immediately terminate upon the termination from the Referral Partner Program. The Owner may also terminate this license upon notice to the Referral Partner in the event that the Referral Partner’s use of these items is contrary to or does not conform with its standards, such standards to be determined in its sole and absolute discretion. The Referral Partner agrees that the Owner retains all right, title and interest in and to all such materials. The Owner will retain all goodwill and other value associated with any of these materials. The Referral Partner will not gain any trademark, copyright or other proprietary rights to such materials. The Referral Partner agrees not to take any action that is contrary to or inconsistent with the Owner rights to these materials. The Referral Partner will not use these materials in any way that is damaging, defamatory, disparaging, derogatory, or negative to the Owner or that paints the Owner in a false or negative light. The Owner may revoke the limited license granted hereunder at any time in writing to the Referral Partner. Upon termination or revocation, the Referral Partner will immediately cease from any use this material.
3. The Referral Partner is not permitted to use any other proprietary materials, including but not limited to trademarks, copyrights, logos, text, and any other materials that belong to the Owner or to any other party and which may appear on the Owner’s website.
4. The Referral Partner grants to the Owner a non-exclusive right and license to use the Referral Partner’s trademarks, trade names, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing the Referral Partner participation in the Owner Referral Partner Program . The Referral Partner represents and warrants to the Owner that no other party has any rights in and to any of these materials and that these materials do not infringe upon or otherwise interfere with the rights of any other party. The Referral Partner represents and warrants to be the absolute, sole and exclusive owner of all such materials and the owner of all trademark rights, copyrights, and other proprietary rights in and to the same. The Referral Partner represents to have the right, power, and authority to license said materials to the Owner as aforesaid and that the Referral Partner is not under any legal or contractually limitation on the right to so license these materials. The Owner has no obligation to announce, advertise, market, or promote the Referral Partner participation in the Owner Referral Partner Program, but reserves the right to do the same at its sole discretion.

 

13. PRODUCT AVAILABILITY

The Owner cannot guarantee product availability or the term of any price or special promotion or offer.

 

14. RESPONSIBILITIES

The Referral Partner is responsible for all matters pertaining to the Referral Partner own website including its development, maintenance, operation and placing links on the Referral Partner’s site in compliance with the terms of the Referral Partner Program . The Referral Partner is completely responsible for all items that appear on its site and for assuring that such items do not infringe upon or violate the rights of any other party. The Owner is not responsible for any matter pertaining to the Referral Partner’s site or the content thereof and the Referral Partner holds the Owner harmless and indemnifies the Owner from any and all claims, suits, threats, demands, liabilities, actions, causes of action related in any way to the Referral Partner’s website and business. Such indemnity includes the Owner costs and attorney fees in defending any such matter. The Referral Partner represents and warrants to the Owner that its site does not and will not contain any materials that are illegal and that the Referral Partner’s site is not operated for an illegal purpose or in an illegal manner.

15. REPRESENTATIONS AND WARRANTIES

The Referral Partner hereby represents and warrants to the Owner to have the complete power and authority to enter into this Agreement and that this Agreement constitutes a valid and legally enforceable agreement. The entry of this Agreement has been duly and validly authorized by all necessary corporate or other organizational actions and approvals. The Referral Partner’s entry of this Agreement is not prohibited by the terms of any document, is not contrary to any law, rule or regulations, and is not in violation of any court or administrative order.

16. TERM

The effectiveness of this Agreement shall not commence until the Referral Partner Referral Partner Program Application is accepted by the Owner. The effectiveness hereof and binding effect shall occur upon the Owner acceptance of the Referral Partner Referral Partner Program Application. This Agreement shall remain in full force and effect until terminated by the Referral Partner or by the Owner. Either the Owner or the Referral Partner may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination in compliance with this Agreement. Notices sent hereunder shall be via Email to the Referral Partner at the Email address indicated in the Referral Partner Referral Partner Program Application. Any and all notices to the Referral Partner via Email at such address shall be deemed to be effective notice to the Referral Partner for all purposes.

17. TERMINATION

The Referral Partner will forfeit all right to receive past commissions that may have accrued to the Referral Partner if this Agreement is terminated as a result of the Referral Partner failure to comply with the terms of this Agreement or any policies and procedures of Referral Partner Program that may be established and amended by the Owner in its discretion from time to time. If this Agreement is terminated for any other reason, the Referral Partner will have a right to receive its accrued commissions through the effective date of termination; provided, that if the Referral Partner total commissions due hereunder do not exceed $100.00, such accrued commission shall be forfeited. The Owner has the right to withhold final commission payments for sufficient time in order to assure that the amount paid to the Referral Partner is accurate and not subject to later adjustment for returns or any other reason. If following final payment the Owner determines that the amount of commissions that the Referral Partner were paid was too high, as a result of subsequent returns or any other adjustment or reason, the differential shall be a debt from the Referral Partner to the Owner and the Owner shall have all legal right to receive a refund of such overpaid commission from the Referral Partner.

18. MODIFICATIONS

The Owner reserves the right in its sole and absolute discretion, to modify any terms and conditions of the Referral Partner Program and the terms and conditions of this Agreement upon notice to the Referral Partner. Notice of any changes may be given via Email to the Referral Partner or by posting such changes in the Referral Partner Program sections of the Owner’s website. Such changes and modifications will take effect upon transmission of Email or posting on the Owner’s website. The Referral Partner may terminate participation in the Referral Partner Program in the event that any of these modifications are unacceptable to the Referral Partner and such termination shall be the Referral Partner sole and exclusive remedy. In the event that the Referral Partner continues to participate in the Referral Partner Program following such modifications, the Referral Partner will be deemed by the Referral Partner continued participation to accept any and all such changes.

 

19. LIABILITIES

 

1. THE OWNER HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND LIABILITY RELATED TO ANY DOWNTIME OR FAILURE FOR USERS TO BE ABLE TO ACCESS ITS WEBSITE OR TO ACCESS ITS WEBSITE USING THE LINK FROM THE REFERRAL PARTNER’S WEBSITE. FURTHERMORE, THE OWNER SHALL NOT BE RESPONSIBLE FOR AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO ITS WEBSITE, THE REFERRAL PARTNER PROGRAM , THE REFERRAL PARTNER PARTICIPATION IN THE REFERRAL PARTNER PROGRAM , THE REFERRAL PARTNER ABILITY TO MAKE ANY COMMISSIONS OR OTHERWISE PROFIT THROUGH PARTICIPATION IN THIS REFERRAL PARTNER PROGRAM , INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTIBILITY, NON-INFRINGEMENT, OR ANY CLAIM MADE BASED UPON THE OWNER’S COURSE OF DEALING OR USAGE OF TRADE. THE OWNER DOES NOT REPRESENT OR WARRANT THAT ITS WEBSITE OR ANY APPLICATION, INCLUDING BUT NOT LIMITED TO ITS LINK TRACKING FEATURES, WILL BE ERROR FREE OR THAT THEY WILL FUNCTION WITHOUT INTERRUPTION.
2. THE OWNER SHALL NOT BE RESPONSIBLE FOR ANY DIRECT OR INDIRECT DAMAGES OR LIABILITIES OF ANY NATURE, INCLUDING BUT NOT LIMITED TO INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, LOSS PROFITS, LOST BUSINESS OPPORTUNITY OR ANY OTHER DAMAGES; REGARDLESS OF WHETHER THE OWNER WAS OR HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME AND TOOK NO ACTION TO PREVENT THE SAME.
3. Without limiting the forgoing, the Owner total liability for any damages arising hereunder shall never exceed the total commissions paid and payable by the Owner pursuant to the terms hereof.

 

20. CONFIDENTIALITY

In the event that any information is disclosed to the Referral Partner through the Referral Partner participation in the Referral Partner Program related in any way to the Owner company and business which the Owner deem to be confidential and proprietary, the Referral Partner agrees to hold such information in the strictest of confidence and not to disclose such information to any other party or to use any such information for the Referral Partner own purposes. Confidential information will include any information regarding the Owner changes or modifications to this Agreement or this Referral Partner Program (which the Owner shall have no obligation to make) or any special treatment that the Referral Partner may receive (which the Owner reserves the right to provide in its sole discretion to any affiliate). Confidential information shall also include any and all information related to the Owner’s business, business plans, marketing plans, user statistics, financial information, pricing, profits, membership information, affiliations, sales information, and all other information which the Owner considers to be confidential and proprietary.

21. INDEMNIFICATION

The Referral Partner hereby indemnifies and holds the Owner, and all of the Owner stockholders, officers, directors, employees, contractors, Referral Partners, agents, successors and assigns harmless from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that the Owner may incur and which are based in whole or in part upon the Referral Partner participation in the Referral Partner Program , any claims that any of the Referral Partner trademarks and other proprietary material infringe upon the rights of any other party, the Referral Partner breach of any term, covenants, condition, representation or warranty contained in this Agreement or any policies of participation in the Referral Partner Program , or any claim related directly or indirectly to the Referral Partner use, operation or the content of the Referral Partner’s website.

22. GOVERNING LAW

This Agreement shall be interpreted under the laws of the Phoenix, Arizona. Any and all legal actions relative hereto shall be in the courts of Phoenix, Arizona.

• 23. RELATIONSHIP OF THE PARTIES

The parties hereto are independent contractors and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint venturers, shareholders, employer/employee, agent/servant. The Referral Partner has no power or authority to bind the Owner to any obligation, agreement,

24. NOTICES

Notices to the Owner shall be by certified mail, return receipt requested addressed to the address contained in this Agreement, or such other address that the Owner provide notice of to the Referral Partner via Email or by posting the same on the Referral Partners section of the Owner website. Notices to the Referral Partner shall be by Email addressed to the Email address that the Referral Partner provided to the Owner in the Referral Partner Referral Partner Program Application or by posting such notices on the Affiliate section of the Owner’s website. It shall be the Referral Partner responsibility to check the Affiliate section of the Owner website periodically to monitor all notices set forth thereon.

25. ASSIGNMENT

This Agreement is only for the benefit of the party that the Referral Partner list in the Referral Partner Program Application. The Referral Partner shall have not right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.

 

26. ENTIRE AGREEMENT

This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supercedes any and all prior discussions, understandings, agreements, representations, warranties or covenants between the parties related to the subject matter hereof. This Agreement may only be amended by a writing signed by the authorized representative of each of the parties, except as otherwise set forth herein. Any waiver of a breach or default under this Agreement shall not constitute a waiver of any subsequent or other breach or default and shall not serve to modify the agreements set forth herein.

If any provision or term of this Agreement is held to be invalid for any reason, it shall not effect the enforceability of the remainder of this Agreement or any other term or condition of this Agreement.